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In the Pride Lands of Africa, a lion rules over the other animals as king. As king Mufasa shows the lands to his son Simba, he tells him that Simba cannot go to a shadowy place beyond the borders. Later that day, Simba's envious uncle Scar tells him that the shadowy place is in fact an elephant graveyard. Simba's curiosity is piqued, and he convinces his best friend Nala, a female lion cub, to come with him. At the graveyard, the cubs are attacked by three spotted hyenas, Shenzi, Banzai and Ed, before Mufasa rescues them. The hyenas are in fact friends of Scar, who then plots with them to take over the Pride Lands.

On Scar's orders, the hyenas stampede a large pack of wildebeest into a gorge where Simba is. Mufasa rescues Simba, but as Mufasa attempts to flee by climbing the gorge's walls, Scar throws his brother back into the stampede, killing him. After Simba finds Mufasa's body in the gorge, Scar tricks him into thinking that Mufasa's death is his fault, and afterwards advises him to run away and to never come back. As Simba leaves, Scar orders the hyenas to go after Simba, but the cub is able to escape. Scar then announces to the pride that both Mufasa and Simba were killed and steps forward as the new king.

Simba, now far from home, collapses in the desert from exhaustion, but is found by Timon and Pumbaa, a meerkat and a warthog who nurse him back to health. Timon and Pumba then take Simba in, and the lion grows on a carefree life under the motto "hakuna matata". Years later, Simba rescues Timon and Pumbaa from a hungry lioness, who turns out to be Nala. The two reconcile and begin falling in love. Nala tries to get Simba to come back home by saying that because of Scar allowing the hyenas to live in the Pride Lands, it has become a wasteland with not enough food and water. Still feeling guilt over his father's death, Simba refuses to return and storms off.

Wise mandrill Rafiki tracks Simba down, telling that Mufasa is still "alive" and then takes Simba to a pond and tells him to look into the water. Seeing only his reflection at first, Simba looks harder and sees an image of Mufasa. Rafiki says that Mufasa lives within him as a large storm cloud appears overhead and a specter of Mufasa speaks out to Simba, saying that he has forgotten who he is and that he must take his rightful place as the true king of Pride Rock. Simba then realizes that he can no longer run from his past and goes back home. Nala, Timon and Pumbaa follow him, and agree to help him fight.

At the Pride Lands, Simba confronts Scar on Pride Rock. Scar backs Simba up to the end of Pride Rock to the point where Simba slips over the edge, dangling by his paws. Scar taunts him and then whispers that he killed Mufasa. The enraged Simba leaps back up and pins Scar, forcing his uncle to reveal the truth to the other lions. A fight ensues between the hyenas and lionesses while Simba chases and confronts Scar alone at the top of Pride Rock. Scar begs Simba for mercy, saying he is family and accusing the hyenas of planning everything. Simba says he does not believe Scar anymore, but spares his life and tells him to run away and never return. Scar meekly walks past him, but afterwards attacks his nephew. After a fierce battle, Simba triumphs and throws Scar off of Pride Rock. Scar survives the fall, but is attacked and killed by the hyenas, who overheard his attempt to betray them.

With Scar and the hyenas gone, Simba descends from the top of Pride Rock where he is acknowledged by the pride as the rain falls again. Sometime later, Pride Rock is restored to its former glory and Simba looks down happily at his kingdom with Nala, Timon, and Pumbaa by his side; Rafiki presents Simba and Nala's newborn cub to the inhabitants of the Pride Lands and the circle of life continues. (Wikipedia)